Terms of Use

Effective Date: March 20, 2024

These Terms of Use (“Terms”) of the DiveDeep platform operated by UMedHub Inc. (“DiveDeep,” “we,” “us,” and “our”) apply to all contents and information available within the DiveDeep mobile application and website (collectively, the “Service”) and use of the Service by any user (“you”). You agree, on behalf of yourself and the institution/company or other legal entity that you represent, to be legally bound by these Terms when you access or use the Service. If you are using the Service on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity.

Please review THESE TERMS carefully. By using THE Service, you acknowledge that you accept the TERMS set forth herein. If you do not accept such TERMS, you may not access the Service.

Binding Arbitration

THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS YOU AND DiveDeep MAY HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST DIVEDEEP TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. PLEASE REVIEW SECTION 12 FOR THE DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH DiveDeep.

Privacy

Please review our Privacy Policy (“Privacy Policy”) which describes how we use and collect information through the Service.

User Accounts

You must register an account to use the Service. You agree that the information you provide to us during the registration process and at all other times when you use the Service is accurate, current, and complete, and that you will keep it up-to-date at all times. If you provide any information that is, or that DiveDeep has reasonable grounds to suspect is, untrue, inaccurate, not current, or incomplete, DiveDeep has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

You are the sole authorized user of any account you create through the Service and are solely and fully responsible for all activities that occur under your account. You may not authorize others to use your accountholder status, and you may not assign or otherwise transfer your account to any other person or entity. If you have reason to believe that your account is no longer secure, you must immediately notify us by contacting us at contact@divedeep.io. DiveDeep will not be liable for losses, damages, liability, expenses, and fees incurred by DiveDeep or a third party arising from someone else using your account regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.

Ownership of Service

The Service, and the information, files, documents, text, photographs, images, audio, and video which it contains and any material made available for download on the Service, except for User Submissions (collectively, the “Content”) are the property of us or our licensors, as applicable. The Service and Content are protected by United States and international copyright and trademark laws. The Content may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by us. All rights not expressly granted herein are reserved to us and our licensors.

License

DiveDeep grants you a non-exclusive, non-transferable, revocable, limited license to use the Service subject to these Terms and DiveDeep policies made available on the Service. Neither the Service nor any related Content may be reproduced, copied, framed, linked to or otherwise exploited for any commercial purpose without the express prior written consent of DiveDeep.

This Service or any portion of this Service may not be reproduced, duplicated, copied, framed, sold, resold, visited or otherwise exploited for any commercial purpose without express prior written consent of DiveDeep. You may not use any meta tags or any other “hidden text” utilizing DiveDeep’s name or trademarks without the express prior written consent of DiveDeep. Any unauthorized use terminates the permission or license granted by DiveDeep. We reserve the right to change any information, features and functions of the Service.

User Submissions

Except for any personally identifiable information we may collect from you under the guidelines established in our Privacy Policy, all material, information or other communication you transmit, upload or post to this Service including any ideas, documents, research, audiovisual materials, comments, suggestions, feedback, data and other information and materials are referred to in these Terms as “User Submissions.”

In consideration of your use of the Service, you hereby grant DiveDeep a worldwide, non-exclusive, perpetual, irrevocable right and license to use all User Submissions you upload or otherwise provide to the Platform to provide the Service. This includes making your User Submissions available to other users of the Service in accordance with these Terms. DIVEDEEP IS NOT OBLIGATED TO COMPENSATE YOU IN ANY WAY FOR THE USER SUBMISSIONS EXCEPT AS SET FORTH IN A SEPARATE AGREEMENT BETWEEN YOU AND DIVEDEEP.

You are responsible for the User Submissions you post to the Site and must be compliant with applicable laws, rules and regulations when posting such User Submissions. You represent and warrant that you have or have obtained all rights, licenses, consents, permissions, power and/or authority necessary to post the User Submissions on the Site, including all consents and permissions from any individuals who are the subject of any posts.

In submitting User Submissions through the Site, you agree you will not:

Submit material about any individual when you have knowledge that such individual objects or has objected to such submission;
Submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable;
Impersonate another person;
Submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant DiveDeep all of the license rights granted herein;
Submit material that is unsuitable for minors in any country; or
Submit material that is malicious or destructive in nature, or contain a virus, malware or other computer programming routine or engine that is intended to damage or otherwise interfere with any system, data, or information.

DiveDeep reserves the right, but has no obligation, to refuse to post, block or remove User Submissions from the Site for any reason in our sole discretion. DiveDeep may terminate your access to or use of the Site to prevent further posting or distribution of User Submissions.

You hereby acknowledge and agree that your relationship with us is not a confidential, fiduciary or other special relationship, and that your decision to submit User Submissions does not place us in a position that is any different from the position held by members of the general public with regard to your submission. You understand and acknowledge that we have broad access to ideas, products, designs and other materials related to our business, and that new ideas, products, designs and other materials are constantly submitted to us or being developed by our own employees. Many submissions that we receive or ideas, products, designs and materials that are independently developed by us may be competitive with, similar or identical to your submission. You acknowledge and agree that you will not be entitled to any compensation as a result of our use of any such similar or identical submission or independently developed ideas, products, designs or materials.

Access and Use of User Submissions

DiveDeep allows users to access User Submissions of other users providing expertise on topics that may be of interest to them. In order to access such User Submissions, you will be required to sign up for an account and pay any applicable fees in accordance with the DiveDeep payment terms. We use reasonable efforts to verify the identity of the users who post User Submissions. However, we are not responsible for the content, accuracy or value of any User Submissions.

USER SUBMISSIONS ARE PROVIDED “AS-IS.” THE USER SUBMISSIONS AND CONTENT ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICE IS NOT INTENDED TO BE A SUBSTITUTE FOR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVICE. YOUR USE OF USER SUBMISSIONS IS ENTIRELY AT YOUR OWN RISK.

Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Service infringe your copyright, you (or your agent) may send DiveDeep a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);
Identification of the specific material or link alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow DiveDeep to locate the material on the Service;
Your name, address, telephone number, and email address (if available);
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send DiveDeep a counter-notice. Notices and counter-notices must be sent to DiveDeep’s designated copyright agent at contact@divedeep.io.

Security and Restrictions

You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, by (i) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) accessing or using the Service or any portion thereof without authorization; or (iv) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or harmful.

You agree not to use the Service:

In any way that violates any applicable federal, state, local or international law or regulation;
To engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm us or users of the Service or expose them to liability;
For sending or storing any unlawful material or for deceptive or fraudulent purposes;
To send or store any unsolicited, harassing, profane or hate-related or violent content, or any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights
To send or store any material that is libelous, defamatory, discriminatory or otherwise malicious or harmful to any person or entity;
To access another user’s account, impersonate any person or entity, or falsify or manipulate headers or identifiers to disguise the origin of any content transmitted through the Service;
In any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service;
Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the materials on the Service;
Use any manual process to monitor or copy any of the materials on the Service or for any other unauthorized purpose without our prior written consent;
Use any device, software or routine that interferes with the proper working of the Service; or
Otherwise attempt to interfere with the proper working of the Service.

Links to Third Party Services

The Service may contain links to third-party websites, applications and advertisements. Please understand that those third-party websites, applications and advertisements have different terms of use and privacy policies, and that DiveDeep or the privacy practices of such third parties. The information collected by such third-party websites is not covered by the Privacy Policy. You acknowledge that you bear all risks associated with access to and use of content provided on a third-party website or online service and agree that we are not responsible for any loss or damage you may incur from dealing with such a third-party website or online service. You should contact the site administrator for the applicable third-party website or online service if you have any concerns regarding such links or the content located on any such third-party site or service.

Changes to Terms

The Effective Date of these Terms is set forth at the top of this webpage. We may change these Terms from time to time in our discretion. Changes will be posted to this webpage. We encourage you to return to this webpage frequently so that you are aware of our current Terms. Your continued use of the Service after the Effective Date constitutes your acceptance of the amended Terms. The amended Terms supersede all previous versions.

Arbitration & Class Action Waiver

UMedHub Inc. is committed to resolving all disputes in a fair, effective and cost-efficient manner. We seek to resolve any customer concerns through our support processes, which you access by emailing us at contact@divedeep.io. However, if you are dissatisfied with our client service's resolution of your matter, these Terms provide that disputes will be resolved in binding arbitration or small claims court. Our arbitration agreement, which is set forth below, has been designed to make arbitration as convenient and inexpensive for our customers as possible. We will abide by the terms of our current arbitration provision in all instances.

Arbitration Agreement

(a) We and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are narrow:

Claims arising out of or relating to your account, our Rewards program, or any purchase you make from us.

For the purposes of this Arbitration Agreement, references to "DiveDeep" as "we" and "us" include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us.

Notwithstanding the foregoing, either party may bring or transfer an individual action or arbitration to small claims court. In addition, either party may bring suit in any court of competent jurisdiction to enjoin infringement or other misuse of intellectual property rights, including with respect to temporary restraining orders.

You agree that, by accessing and using this Service, you and we are each waiving the right to a trial by jury or to participate in a class action as stated below. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.

(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a personally signed written Notice of Dispute ("Notice") to the other party. A Notice to DiveDeep should be addressed to: Notice of Dispute, UMedHub Inc. legal department ("100 Northcliff Dr. #68, Gulf Breeze, FL 32652"). A Notice to you will use your last known address we have for you on file. The Notice must (a) describe the nature and basis of the claim or dispute in detail and (b) set forth the specific relief sought ("Demand"). You agree to personally and directly discuss the Demand with us in good faith when we contact you, without undue delay, by video or phone conference with your attorney present if you are represented by counsel. If after this meeting you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received by us, or we have the meeting, whichever is later, you or DiveDeep may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by DiveDeep or you prior to selection of an arbitrator shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or DiveDeep is entitled. You may download or copy a form to initiate arbitration from the AAA website at http://www.adr.org.

(c) The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules") or Mass Arbitration Rules of the American Arbitration Association (the "AAA"), as applicable except as modified by these Terms, and will be administered by the AAA. The arbitrator shall be bound by these Terms. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address, by an in-person hearing as established by the AAA Rules. We both waive our right to proceed in arbitration by telephone.

Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings of fact and conclusions of law on which the award is based. You and we agree that any awards or findings of fact or conclusions of law made in an arbitration of their dispute or claim are made only for the purposes of that arbitration and may not be used by any other person or entity in any later arbitration of any dispute or claim involving DiveDeep, unless the claim fits within the mass arbitration criteria.

If, the arbitrator finds that either the substance of your or our claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the other party shall be entitled to the payment of all of its fees and costs. An award may be entered against a party who fails to appear at a duly noticed hearing.

(f) The arbitrator may award injunctive relief including public injunctive relief where warranted. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the parties agree that any injunctive award may be vacated or corrected on appeal by either party to a court of competent jurisdiction for any such error. Each party will bear its own costs and fees on any such appeal. (g) You and we also agree to delegate the issue of arbitrability to a court of competent jurisdiction, rather than to the arbitrator.

(h) You and we also agree that, if more than one dispute arises against a party regarding the same or substantially similar issues filed by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period, our respective claim(s) will be arbitrated in a coordinated fashion such that AAA shall (1) administer the arbitration demands together; and (2) appoint one arbitrator for the coordinated demands.

If any part of this arbitration agreement is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Class Action Waiver

Regardless of arbitrability, we each agree that any dispute resolution proceedings or lawsuits, whether in arbitration or in a court of law, will be conducted only on an individual basis and not in a class, or representative action. Therefore, you waive all rights to bring claims on behalf of a class of persons; however, you may still bring an individual claim for public injunctive relief and in small claims court. Nothing in this provision, however, should operate to prevent the parties from settling claims on a class-wide basis or otherwise coordinating claims filed in arbitration.

Disclaimer and Limitation of Liability

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED BY DIVEDEEP AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE CONTENTS, AND USER SUBMISSIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DIVEDEEP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH REGARD TO THE SERVICE, THE CONTENTS, AND USER SUBMISSIONS. DIVEDEEP DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DIVEDEEP DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE CONTENT IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL DIVEDEEP OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES OF WHATSOEVER KIND ARISING OUT OF ACCESS TO OR USE OF THE SERVICE, SERVICE-RELATED SERVICES OR ANY INFORMATION, CONTENT OR MATERIALS INCLUDED ON THE SERVICE, EVEN IF DIVEDEEP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE, CONTENT, INFORMATION CONTAINED WITHIN THE SERVICE, ANY LINKED SERVICE, OR ANY PRODUCTS PURCHASED THROUGH THE SERVICE IS TO STOP USING THE SERVICE AND/OR THOSE PRODUCTS. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, OUR MAXIMUM LIABILITY TO YOU WITH RESPECT TO YOUR USE OF THE SERVICE IS ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE.

Any claims arising in connection with your use of the Service must be brought within one (1) year of the date of the event giving rise to such action occurred. Nothing in these Terms will limit any liability that cannot be limited or disclaimed under applicable law.

Indemnification

You agree to indemnify, defend and hold harmless us and our affiliates, and our respective officers, directors, employees, agents and representatives from and against all losses, expenses, damages, and costs, including reasonable attorney fees, resulting from: (i) any violation by you of these Terms, including any violation of any applicable laws, rules or regulations; (ii) any dispute or issue between you and any third party; or (iii) from our termination of your access to or use of the Service. Such termination will not affect either party’s rights or obligations, which accrued before the termination.

Miscellaneous

These Terms shall be governed by the laws of Florida, and, except as set forth in Section 12 of these Terms, You agree to submit to the exclusive jurisdiction of the state courts of the State of Florida located in Escambia County, Florida or the United States District Court for the Northern District of Florida in respect of any disputes arising under or in connection with these Terms. Notwithstanding any provision of these Terms, DiveDeep may seek equitable, including injunctive, in any court of competent jurisdiction in the event of any breach or threatened breach of these Terms by You.

You represent and warrant that you shall comply with all laws and regulations that apply to Your access and use of the Service and any Service-related services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.

We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any Content generated by you on the Service, block your access to the Service, block IP addresses.

If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right.